Waters (WAT) 10-K risk factor changes: FY2025 vs FY2024

Approximately [removed: 68% and] 69% [added: and 68%] of the Company’s net sales in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, were outside of the [removed: United States] [added: U.S.] and were primarily denominated in foreign currencies.

[removed: In addition, the Company has considerable] manufacturing operations in Ireland and the U.K., as well as [removed: significant] [added: key] subcontractors [added: providing manufacturing and support that are] located in Singapore.

As a result, a significant portion of the Company’s sales and operations are subject to certain risks, including adverse developments in the political, regulatory and economic environment, [removed: in particular,] [added: including] uncertainty regarding possible changes to foreign and domestic trade policy; trade protection measures, including embargoes, sanctions and tariffs; impact and costs of terrorism or war, in particular as a result of the ongoing conflict between Russia and Ukraine and in the Middle East, and the possibility of further escalation resulting in new geopolitical and regulatory instability; [removed: the financial difficulties and debt burden experienced by a number of European countries;] sudden movements in a country’s foreign exchange rates due to a change in a country’s sovereign risk profile or foreign exchange regulatory practices; differing tax laws and changes in those laws; restrictions on investments and/or limitations regarding foreign ownership; nationalization of private enterprises which may result in the confiscation of assets; credit risk and uncertainties regarding the collectability of accounts receivable; the impact of global health crises, pandemics and epidemics; changes in inflation and interest rates; instability in the global banking industry; rising energy prices and potential energy shortages; difficulties in protecting intellectual property; difficulties in staffing and managing foreign operations; and associated adverse operational, contractual and tax consequences.

[removed: This significant 30% reduction in] [added: The 2024] sales [removed: from] [added: decrease in] China resulted from lower customer demand for our products across all customer classes, driven by various factors.

Such factors [removed: include] [added: include, among other things,] a decline in the economic conditions in China, trade tensions and tariffs between the U.S. and China and their impact on our business and particularly customers’ purchasing decisions, increased competition from local and international competitors in China, the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers and other regulatory and compliance challenges and uncertainties in the Chinese market, all of which had, and may continue to have, an adverse effect on our business and operations in China.

The U.S. government has called for substantial changes to foreign trade policy with China and has [removed: recently] raised, and has proposed to further raise in the future, tariffs on [removed: several] Chinese goods.

China has retaliated with increased tariffs on U.S. goods, which [removed: may increase] [added: has increased] our cost of doing business in China.

Accordingly, [removed: our] [added: the Company’s] financial position or results of operations [removed: can] [added: may] be adversely influenced by political, economic, legal, compliance, social and business conditions in [removed: China generally.][added: the U.S. and in other countries.]

[added: Significant increases or decreases] in the value of the U.S. dollar relative to certain foreign currencies, particularly the [removed: euro,] [added: Canadian Dollar, Euro,] Japanese yen, British pound and Chinese renminbi, could have a material adverse effect or benefit on the Company’s results of operations or financial condition.

The Company is a global business [added: with operations, supply chains, suppliers and customers] that may be adversely affected by changes in global economic conditions such as changes in the rate of inflation (including the cost of raw materials, commodities and supplies) and interest rates.

Any future deterioration or prolonged disruption in financial markets or financial institutions in which the Company participates may impair the Company’s ability to access its existing cash, utilize its existing syndicated bank credit facility funded by such financial institutions or access sources of new [removed: capital,] [added: capital on favorable terms or at all,] which it may need to meet its capital needs.

The demand for the Company’s products is dependent upon the size of the markets for its [removed: LC, LC-MS, light scattering, thermal analysis, rheometry and calorimetry] products; the timing and level of capital spending and expenditures of the Company’s customers; changes in governmental regulations, particularly those affecting drug, food and drinking water [removed: testing; funding] [added: testing and medical devices; funding, including government funding,] available to academic, governmental and research institutions; [added: health policy; export controls; general economic conditions and the rate of economic growth in the Company’s major markets; and competitive considerations.]

Policy, regulatory and enforcement changes introduced by the [removed: new] [added: current] presidential administration and regulatory leadership in the United States may impact the business and capital expenditure strategies of the Company’s customers, which in turn could adversely impact the Company’s results of operations or financial condition.

[removed: However,] [added: Therefore,] there can be no assurance that the Company will effectively forecast customer demand and appropriately allocate research and development expenditures to products with high growth and high margin prospects.

Approximately [removed: 58%] [added: 59%] and [removed: 57%] [added: 58%] of the Company’s net sales in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, were to worldwide pharmaceutical accounts, which are periodically subject to unfavorable market conditions and consolidations.

The Company encounters [added: significant] competition from several international instrument suppliers and other companies in both domestic and foreign markets.

[removed: Some] [added: Such] competitors [added: may] have instrument businesses that are generally more diversified than the Company’s business but are typically less focused on the [removed: Company’s chosen markets.][added: markets that the Company chooses to focus on.]

The [removed: future] development of [removed: these] new products will require a significant amount of [removed: spending over the next few years] [added: time and spending, including on research and development, production and marketing,] before any significant, robust sales will be realized.

The Company [removed: is beginning] [added: continues] to integrate artificial intelligence [removed: (“AI”)] [added: (“AI”), including generative AI,] into its business operations and products and [removed: continues to] research further uses and opportunities for AI development.

In particular, the use and development of AI implicates risks related to intellectual property, data protection and privacy laws and [removed: regulations.][added: regulations and may also cause compliance issues or raise ethical concerns.]

The Company may pursue transactions that complement or augment its existing products and [removed: services, such as the Wyatt acquisition that was completed in May 2023.][added: services.]

Despite testing prior to the release and throughout the lifecycle of a product or service, the detection and correction of any [added: manufacturing errors, or] errors in released software or [removed: hardware] [added: hardware,] can be time consuming and costly.

This could delay the development or release of new products or services, or new versions of products or services, [removed: create] [added: expose] security vulnerabilities in the Company’s products or services, and adversely affect market acceptance of products or services.

If the Company experiences errors or [removed: delays in releasing its software or hardware, or new versions thereof,] [added: delays,] its sales could be affected, and revenues could decline.

[removed: Errors] [added: Manufacturing errors, or errors] in [added: released] software or [removed: hardware] [added: hardware,] could expose the Company to product liability, performance and warranty [removed: claims] [added: claims, regulatory enforcement and fines] as well as harm to brand and reputation, which could impact future sales.

[removed: A successful] [added: Personal injuries relating to the use of the Company’s products can also result in significant] product liability [removed: claim] [added: claims being] brought against the [removed: Company] [added: Company, which, if] in excess of, or outside the coverage of, the Company’s insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

[removed: The] [added: Further, the] Company may not be able to maintain product liability insurance on acceptable terms, if at all, and insurance may not provide adequate coverage against potential liabilities.

Any prolonged disruption to the operations at any of these facilities, whether due to labor [removed: difficulties,] [added: difficulties (including shortages),] destruction of or damage to any facility, power interruptions, cybersecurity [removed: incidents,] [added: incidents or breaches,] failure of key technology systems, weather events or natural disasters (including the potential impacts of climate [removed: change)] [added: change), regulatory requirements, equipment failure] or other reasons, could harm our customer relationships, impede our ability to generate sales and have a material adverse effect on the Company’s results of operations or financial condition.

[removed: Transitioning from the existing ERP system] to [removed: the new ERP system has required and will continue to] require significant investment of human and financial resources, and we may experience significant increases to inherent costs and risks associated with such a transition, including capital expenditures, additional operating expenses, demands on management time and other risks and costs of delays or potential challenges, such as the cost of training personnel, migration of data, the potential instability of the new ERP system and cost overruns.

Additionally, there could be successful claims against the Company by third-party patent holders with respect to certain [removed: Company] products that may infringe the intellectual property rights of such third parties.

[removed: In the event that] [added: If] a claim relating to intellectual property is asserted against the Company, or third parties hold pending or issued patents that relate to the Company’s products or technology, the Company may seek licenses to such intellectual property or challenge those patents.

The Company’s [added: existing] patents, including those licensed from others, expire on various dates.

The [removed: Company] [added: Company’s performance] also depends in part on [removed: its trademarks and] the strength of its [removed: proprietary brands, which the Company considers important to] [added: trademarks and] its [removed: business.][added: proprietary brands.]

The Company also relies on trade secrets and proprietary know-how with which it seeks to protect its products, in part, by [added: entering into] confidentiality agreements with its collaborators, employees and consultants.

If the Company is unable to protect its intellectual property rights, it could have [removed: an adverse and] [added: a] material [added: adverse] effect on the Company’s results of operations or financial condition.

Most of the raw materials, components and supplies purchased by the Company are available from [removed: a number of different] [added: several] suppliers; however, a number of items [added: including specialized products] are purchased from limited or single sources of supply.

[removed: Disruption] [added: Unfavorable resolution with respect to any] of these [removed: sources] [added: matters] could [removed: have, at a minimum, a temporary] [added: have an] adverse effect on [removed: shipments and] the [removed: financial] [added: business,] results of [added: operations and financial condition of] the Company.

[removed: *The] [added: | | • | | The] Company’s sales would deteriorate if the Company’s outside contractors [removed: fail] [added: failed] to provide necessary components or [removed: modules.*][added: modules or develop certain intellectual property. |]

This [removed: exposes] [added: could expose] us to various risks, including competitive pressure, concentration of sales volumes, credit risks and compliance risks.

Moreover, violations of the U.S. Foreign Corrupt Practices Act [removed: (“FCPA”),] [added: (the “FCPA”),] the U.K. Bribery Act or similar anti-bribery laws by [added: domestic or foreign] distributors or other third-party intermediaries could materially and adversely impact our business, reputation and results of operations.

Risk Factor Summary

*Risks Related to the BDS Business Acquisition*

| | • | | The Company’s failure to successfully integrate the BDS Business within the expected timeline could adversely affect the Company’s future results. |

| --- | --- | --- | --- |

| | • | | The Company may incur additional costs and charges as a result of restructuring activities and such restructuring activities may be disruptive to the Company’s business and may not result in anticipated cost savings. |

| --- | --- | --- | --- |

| | • | | The amount of indebtedness that the Company assumed as a result of the BDS Business Acquisition is substantial and could adversely affect the Company’s operational flexibility and increase its borrowing costs. |

| --- | --- | --- | --- |

| | • | | The Company and SpinCo are required to abide by potentially significant restrictions that could limit the Company’s ability to undertake certain corporate actions that otherwise could be advantageous. |

| --- | --- | --- | --- |

| | • | | The Company may be unable to provide the same types and level of services to the BDS Business that historically have been provided by BD or may be unable to provide them at the same cost. |

| --- | --- | --- | --- |

*Risks Related to the Macroeconomic Conditions*

| | • | | The Company’s international operations may be negatively affected by political events, wars or terrorism, economic conditions, foreign currency fluctuation and regulatory changes which could have a material adverse effect on the Company’s results of operations or financial condition. |

| --- | --- | --- | --- |

| | • | | Global economic conditions may have an adverse effect on the demand for, and supply of, the Company’s products and harm the Company’s financial results. |

| --- | --- | --- | --- |

| | • | | Disruption in worldwide financial markets could adversely impact the Company’s access to capital and financial condition. |

| --- | --- | --- | --- |

*Risks Related to our Business*

| | • | | The Company’s financial results will be subject to changes in customer demand, which may decrease for a number of reasons, many beyond the Company’s control. |

| --- | --- | --- | --- |

| | • | | Competitors may introduce more effective or less expensive products than the Company’s, which could result in decreased sales. The competitive landscape may transform as a result of potential changes in ownership, mergers and continued consolidations among the Company’s competitors, which could harm the Company’s business. |

| --- | --- | --- | --- |

| | • | | Strategies for organic growth require developing new technologies and bringing these new technologies to market, which could negatively impact the Company’s financial results. |

| --- | --- | --- | --- |

| | • | | Reductions in customers’ research budgets or government funding may adversely affect the Company’s business. |

| --- | --- | --- | --- |

| | • | | Market dynamics, changes in reimbursement practices and coverage policies and third-party payer cost containment measures could affect the demand for the Company’s products and the prices at which they are sold. |

| --- | --- | --- | --- |

| | • | | Changes in government priorities as it relates to healthcare could affect the revenue earned by the Company and the costs for obtaining such revenue. |

| --- | --- | --- | --- |

| | • | | The Company’s growth can suffer if the markets into which it sells products and services decline, do not grow as anticipated or experience cyclicality. |

| --- | --- | --- | --- |

| | • | | Defects or quality issues associated with the Company’s products could adversely affect results of operations. |

| --- | --- | --- | --- |

| | • | | Issues and uncertainties related to the development, deployment and use of AI in the Company’s business operations and products may result in harm to the Company’s reputation, regulatory action or legal liability. |

| --- | --- | --- | --- |

| | • | | The Company may face risks associated with previous or future acquisitions, strategic investments, joint ventures and divestitures. |

| --- | --- | --- | --- |

In 2024, the Company generated $397 million of total net sales from China, down from $565 million in 2022.

For example, in March 2024, the Company had a reduction in workforce that impacted approximately 2% of its employees, primarily in China due to the significant decline in sales resulting from lower customer demand.

Any further changes in U.S. trade policy could trigger retaliatory actions by affected countries, including China, resulting in trade wars and increased costs for goods imported into the U.S. and impacting our ability to sell our products in China and other affected countries.

Significant increases or decreases

We cannot predict the effectiveness of these transactions or their impact upon our future operating results, and from time to time they may negatively affect our quarterly earnings.

*Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on the Company’s business and operations.*

Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on our business and operations, including Company sales and cash flow.

Such public health crises, epidemics and pandemics have the potential to create significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration, as seen with the COVID-19 pandemic from 2020 to 2022.

The Company’s global operations expose it to risks associated with such public health crises, epidemics and pandemics, which could have an adverse effect on its business, results of operations and financial condition.

The degree to which such public health crisis, epidemics or pandemics ultimately affects the Company’s business, results of operations and financial condition is highly uncertain and cannot be predicted.

health policy; export controls; general economic conditions and the rate of economic growth in the Company’s major markets; and competitive considerations.

The Company’s corporate strategy is fundamentally based on winning through organic innovation and deep application expertise.

The Company is in the process of developing new products with recently acquired technologies.

There can be no assurance given as to the timing of these new product launches and the ultimate realization of sales and profitability in the future.

For example, the Company financed the Wyatt acquisition, in part, through borrowings under its revolving credit facility, resulting in a significant increase in the Company’s outstanding debt.

*The Company’s software or hardware may contain coding or manufacturing errors that could impact their function, performance and security, and result in other negative consequences.*

The Company manufactures LC instruments at facilities in Milford, Massachusetts and through a subcontractor in Singapore; precision chemistry separation columns at its facilities in Taunton, Massachusetts and Wexford, Ireland; MS products at its facilities in Wilmslow, England, Birmingham, England and Wexford, Ireland; thermal analysis and rheometry products at its facilities in New Castle, Delaware; and other instruments and consumables at various other locations as a result of the Company’s acquisitions.

As of the date of this Annual Report, the Company does not anticipate that the Pillar Two tax rules will have a material impact on future periods.

Prior to April 1, 2021, the Company had a tax exemption in Singapore on certain types of income, based upon the achievement and continued satisfaction of certain operational and financial milestones, which the Company met as of December 31, 2020 and maintained through March 2021.

*We may not be able to attract and retain qualified employees.*

The operation of the Company requires managerial and operational expertise.

None of the Company’s key management employees, with the exception of the Chief Executive Officer and Chief Financial Officer, have an employment contract with the Company and there can be no assurance that such individuals will remain with the Company.

If, for any reason, other key personnel do not continue to be active in management, the Company’s results of operations or financial condition could be adversely affected.

The Company’s success also depends on its ability to execute leadership succession plans.

The inability to successfully transition key management roles could have a material adverse effect on the Company’s operating results.

The Company also has acquired companies, products, services and technologies over time and may face inherent risk when integrating these acquisitions into the Company.

vulnerabilities exposed by them, as well as to lawsuits, regulatory investigations, claims or legal liability including contractual liability, costs and expenses owed to customers and business partners.

The Company is subject to the rules of the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require disclosure as to whether certain materials (tantalum, tin, gold and tungsten), known as conflict minerals, which may be contained in the Company’s products, are mined from the Democratic Republic of the Congo and adjoining countries.

In 2023, the Company was not able to determine with certainty the country of origin of some of the conflict minerals in its manufactured products.

However, the Company does not have knowledge that any of its conflict minerals originated from the Democratic Republic of the Congo or adjoining countries.

The Company is in the process of evaluating its 2024 supply chain, and the Company plans to file its 2024 Form SD with the SEC in May 2025.

The results of this and future evaluations may impose additional costs and may introduce new risks related to the Company’s ability to verify the origin of any conflict minerals contained in its products.

The Company had $1.6 billion in debt and $325 million in cash, cash equivalents and investments as of December 31, 2024.

As of December 31, 2024, the Company also had the ability to borrow an additional $1.6 billion from its existing, committed credit facility.

All but a small portion of the Company’s debt was in the U.S. There is a substantial cash requirement in the United States to fund operations and capital expenditures, service debt interest obligations, finance potential United States acquisitions and continue authorized stock repurchase programs.

As such, the Company’s financial condition and results of operations could be adversely impacted if the Company is unable to generate and maintain a sufficient level of cash flow to address these requirements through (1) cash from operations, (2) the Company’s ability to access its existing cash and revolving credit facility, (3) the ability to expand the Company’s borrowing capacity and (4) other sources of capital obtained at an acceptable cost.

*Debt covenants, and the Company’s failure to comply with them, could negatively impact the Company’s capital and financial results.*

The Company’s existing debt is, and future debt may be, subject to restrictive debt covenants that limit the Company’s ability to engage in certain activities that could otherwise benefit the Company.

The Company’s ability to comply with these financial restrictions and all other covenants is dependent on the Company’s future performance, which is subject to, but not limited to, prevailing economic conditions and other factors, including factors that are beyond the Company’s control, such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition.

Failure to comply with restrictive debt covenants that are not waived or cured could result in an event of default under the applicable debt instrument, which could permit acceleration of the applicable debt and require the Company to prepay the debt before its scheduled due date.

The Company has two operating segments: [removed: Waters] [added: Waters™] and [removed: TA.][added: TA™.]

Waters products and services primarily consist of high-performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography [removed: (“UPLC”] [added: (“UPLC™”] and, together with HPLC, referred to as “LC”), mass spectrometry [removed: (“MS”)] [added: (“MS”), light scattering] and [added: field-flow fractionation instruments (Wyatt), and] precision chemistry consumable products and related services.

The Company’s operating results are as follows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (dollars in thousands, except per share data):

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: *2024 vs* *2023*] [added: *2025 vs 2024*] | | | | [removed: *2023 vs* *2022*] [added: *2024 vs 2023*] | | |

| Product sales | | $ | [removed: 1,844,176] [added: 1,977,100] | | | $ | [removed: 1,903,050] [added: 1,844,176] | | | $ | [removed: 1,988,169] [added: 1,903,050] | | | | [removed: *(3*] [added: *7*] | [removed: *%)*] [added: *%*] | | | [removed: *(4*] [added: *(3*] | *%)* |

| Service sales | | | [removed: 1,114,211] [added: 1,188,186] | | | | [removed: 1,053,366] [added: 1,114,211] | | | | [removed: 983,787] [added: 1,053,366] | | | | [removed: *6*] [added: *7*] | *%* | | | [removed: *7*] [added: *6*] | *%* |

| Total net sales | | | [removed: 2,958,387] [added: 3,165,286] | | | | [removed: 2,956,416] [added: 2,958,387] | | | | [removed: 2,971,956] [added: 2,956,416] | | | | [removed: *—*] [added: *7*] | [added: *%*] | | | [removed: *(1*] [added: *—*] | [removed: *%)*] |

| Cost of sales | | | [removed: 1,200,201] [added: 1,288,822] | | | | [removed: 1,195,223] [added: 1,200,201] | | | | [removed: 1,248,182] [added: 1,195,223] | | | | [removed: *—*] [added: *7*] | [added: *%*] | | | [removed: *(4*] [added: *—*] | [removed: *%)*] |

| Selling and administrative expenses | | | [removed: 690,148] [added: 830,374] | | | | [removed: 736,014] [added: 690,148] | | | | [removed: 658,026] [added: 736,014] | | | | [removed: *(6*] [added: *20*] | [removed: *%)*] [added: *%*] | | | [removed: *12*] [added: *(6*] | [removed: *%*] [added: *%)*] |

| Research and development expenses | | | [removed: 183,027] [added: 195,711] | | | | [removed: 174,945] [added: 183,027] | | | | [removed: 176,190] [added: 174,945] | | | | [removed: *5*] [added: *7*] | *%* | | | [removed: *(1*] [added: *5*] | [removed: *%)*] [added: *%*] |

| Purchased intangibles amortization | | | [removed: 47,090] [added: 47,791] | | | | [removed: 32,558] [added: 47,090] | | | | [removed: 6,366] [added: 32,558] | | | | [removed: *45*] [added: *1*] | *%* | | | [removed: *411*] [added: *45*] | *%* |

| Litigation [removed: provision] [added: provisions] | | | [removed: 11,568] [added: —] | | | | [removed: —] [added: 11,568] | | | | — | | | | [removed: *—*] [added: *] | [added: *] | | | * | * |

| Operating income | | | [removed: 826,353] [added: 802,588] | | | | [removed: 817,676] [added: 826,353] | | | | [removed: 873,395] [added: 817,676] | | | | [removed: *1*] [added: *(3*] | [removed: *%*] [added: *%)*] | | | [removed: *(6*] [added: *1*] | [removed: *%)*] [added: *%*] |

| *Operating income as a % of sales* | | | [removed: *27.9*] [added: *25.4*] | *%* | | | [removed: *27.7*] [added: *27.9*] | *%* | | | [removed: *29.4*] [added: *27.7*] | *%* | | | | | | | | |

| Other income, net | | | [removed: 776] [added: 3,061] | | | | [removed: 807] [added: 776] | | | | [removed: 2,228] [added: 807] | | | | [removed: *(4*] [added: *294*] | [removed: *%)*] [added: *%*] | | | [removed: *(64*] [added: *(4*] | *%)* |

| Interest expense, net | | | [removed: (72,261] [added: (50,771] | ) | | | [removed: (82,240] [added: (72,261] | ) | | | [removed: (37,777] [added: (82,240] | ) | | | [removed: *(12*] [added: *(30*] | *%)* | | | [removed: *118*] [added: *(12*] | [removed: *%*] [added: *%)*] |

| Income before income taxes | | | [removed: 754,868] [added: 754,878] | | | | [removed: 736,243] [added: 754,868] | | | | [removed: 837,846] [added: 736,243] | | | | [removed: *3*] [added: *—*] | [removed: *%*] | | | [removed: *(12*] [added: *3*] | [removed: *%)*] [added: *%*] |

| Provision for income taxes | | | [removed: 117,034] [added: 112,249] | | | | [removed: 94,009] [added: 117,034] | | | | [removed: 130,091] [added: 94,009] | | | | [removed: *24*] [added: *(4*] | [removed: *%*] [added: *%)*] | | | [removed: *(28*] [added: *24*] | [removed: *%)*] [added: *%*] |

| Net income | | $ | [removed: 637,834] [added: 642,629] | | | $ | [removed: 642,234] [added: 637,834] | | | $ | [removed: 707,755] [added: 642,234] | | | | [removed: *(1*] [added: *1*] | [removed: *%)*] [added: *%*] | | | [removed: *(9*] [added: *(1*] | *%)* |

| Net income per diluted common share | | $ | [removed: 10.71] [added: 10.76] | | | $ | [removed: 10.84] [added: 10.71] | | | $ | [removed: 11.73] [added: 10.84] | | | | [removed: *(1*] [added: *—*] | [removed: *%)*] | | | [removed: *(8*] [added: *(1*] | *%)* |

[removed: The] [added: By contrast, 2024 sales were impacted by the 10%] decline in China sales [removed: were primarily driven by] [added: due to] lower demand for our instrument systems and chemistry products as a result of increased government regulations and lower spending by our customers due to macroeconomic conditions.

[removed: Excluding China, the Company’s] [added: Chemistry] sales growth increased [removed: 2%] [added: 12%] and [removed: 5%] [added: 4%] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Foreign currency translation decreased sales growth by 1% in [removed: both 2024 and 2023.][added: 2024.]

[removed: Wyatt sales increased] [added: Sales in] the [removed: Company’s sales growth by] [added: U.S. increased 3% in 2025 and] 1% [added: in 2024, while sales in Asia Other increased 5%] and [removed: 3%] [added: 1%] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Recurring revenues (combined sales of precision chemistry consumables and services) increased [removed: 5%] [added: 8%] and [removed: 6%] [added: 5%] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Foreign currency translation [removed: decreased] [added: had a minimal impact on] recurring revenues sales growth [added: in 2025 and decreased sales growth] by 1% in [removed: both 2024 and 2023.][added: 2024.]

Operating income [removed: was] [added: of] $826 million in [removed: 2024, up] [added: 2024 increased $8 million] from [added: operating income of] $818 million in 2023 [removed: as the] [added: primarily due to] cost savings from recent workforce reductions and the absence of the $26 million [removed: in] severance costs associated with the workforce reduction incurred in [removed: 2023] [added: 2023, which] were offset by higher annual incentive compensation, a full year of amortization associated with the Wyatt acquisition and [added: the impact of] merit increases [added: on the Company’s annual payroll] in 2024.

In addition, [added: the negative effect of] foreign currency translation lowered operating income by [added: approximately] $43 [removed: million.][added: million during 2024.]

The Company’s effective tax rates were [removed: 15.5%, 12.8% and] [added: 14.9%,] 15.5% [added: and 12.8%] for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

Net income per diluted share was [removed: $10.71, $10.84] [added: $10.76, $10.71] and [removed: $11.73] [added: $10.84] in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

The Company generated [removed: $762] [added: $653] million, [removed: $603] [added: $762] million and [removed: $612] [added: $603] million of net cash flow from operating activities in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

The increase in cash flows from operating activities in 2024 was driven by lower annual incentive bonus payments and an improvement in working capital [removed: in the current year.][added: compared to 2023.]

The decrease in [removed: 2023] [added: 2025] operating cash flow was primarily a result of [removed: lower sales volumes,] higher [added: net] income [removed: tax payments and higher incentive compensation payments in 2023 as compared to 2022.][added: being]

Net cash used in investing activities included capital expenditures related to property, plant, equipment and software capitalization of [removed: $142] [added: $113] million, [removed: $161] [added: $142] million and [removed: $176] [added: $161] million in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

The decline in [added: investing activities in 2025 and] 2024 [removed: is] [added: was] primarily due to the completion of the Company’s new manufacturing facilities.

In [removed: addition,] [added: 2023,] net cash used in investing activities [removed: in 2023] included $1.3 billion [removed: for] [added: associated with] the Wyatt acquisition.

Geographic sales information is presented below for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] (dollars in thousands):

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: *2024 vs.* *2023*] [added: *2025 vs. 2024*] | | | | [removed: *2023 vs.* *2022*] [added: *2024 vs. 2023*] | | |

| China | | $ | [removed: 396,599] [added: 437,468] | | | $ | [removed: 440,707] [added: 396,599] | | | $ | [removed: 565,143] [added: 440,707] | | | | [removed: *(10*] [added: *10*] | [removed: *%)*] [added: *%*] | | | [removed: *(22*] [added: *(10*] | *%)* |

| Total Asia | | | [removed: 969,222] [added: 1,040,397] | | | | [removed: 1,007,825] [added: 969,222] | | | | [removed: 1,131,743] [added: 1,007,825] | | | | [removed: *(4*] [added: *7*] | [removed: *%)*] [added: *%*] | | | [removed: *(11*] [added: *(4*] | *%)* |

*Acquisition of BD Biosciences & Diagnostic Solutions Businesses*

On February 9, 2026, the Company completed the acquisition of the BDS Business.

The transaction was structured as a Reverse Morris Trust transaction, where the BDS Business was spun off to BD shareholders and simultaneously merged with a wholly-owned subsidiary of the Company.

The 2025 financial results of the BDS Business are not included in the Company’s 2025 consolidated financial results presented herein.

*Tariffs*

The Company sells and services its customers in over 35 countries outside of the U.S. and we have manufacturing operations in the U.S., Ireland, U.K. and in Singapore where we utilize subcontractors with worldwide capabilities.

In 2025, the U.S. government issued varying levels of tariffs on all imported goods into the U.S., including a baseline 10% tariff, subject to certain exceptions, which have also prompted retaliatory tariffs by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries.

In addition, a number of new tariffs have been threatened, and the U.S. and other countries continue to negotiate trade arrangements and tariff levels.

In August 2025, the U.S. Court of Appeals for the Federal Circuit ruled against certain of the U.S. tariffs that have been implemented.

On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed under the International Emergency Economic Powers Act.

This decision introduces uncertainty regarding potential refund processes and future trade policy actions and could affect the Company’s cost structure and supply chain planning.

The Company continues to monitor developments around the Supreme Court’s decision and evaluate its potential impact on the Company’s future financial results and business.

These tariffs, any resulting retaliatory tariffs and any related supply-chain disruptions could have a significant impact on the Company’s consolidated statement of operations and statement of cash flows.

In response to currently applicable and potential future tariffs, the Company is continuing to evaluate and implement a series of actions and policies that are intended to offset a portion of the impact of the tariffs on the Company’s financial position and results of operations.

While the Company believes that these actions and policies will mitigate a substantial portion of the impact of the tariffs, the Company cannot provide any assurances that the tariffs or any resulting impediments to trade will not have a material effect on the Company’s consolidated statement of operations and statement of cash flows.

In addition to changes in trade policy, the new U.S. administration has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants.

In addition, the administration has changed the composition of and guidance from advisory panels on healthcare practices.

The Company’s net sales increased 7% in 2025 following a flat performance in 2024 relative to 2023.

The net sales growth in 2025 reflected strong customer demand for the Waters Division products and services across most major geographies, end markets and product lines.

Instrument system sales increased 5% in 2025 as compared to 2024 reflecting broad-based customer demand across most global regions.

Instrument system sales declined 6% in 2024, primarily due to softer demand across most geographies and a 15% decrease in China instrument sales.

Foreign currency translation had minimal impact on instrument system sales performance in both 2025 and 2024.

Service revenues increased 7% and 6% in 2025 and 2024, respectively.

The double-digit chemistry sales growth can be attributed to the uptake in columns and application-specific testing kits to pharmaceutical customers.

Operating income of $803 million in 2025, decreased $23 million from the operating income of $826 million in 2024 primarily due to the impact of the higher sales volume, which was offset by the change in

sales mix, the impact of merit increases on the Company’s annual payroll in 2025 and approximately $82 million of transaction, integration and other internal costs associated with the BDS Business Acquisition.

In addition, operating income for 2025 included the impact of $20 million of expenses associated with the Company’s new ERP system implementation.

In 2025, the Company’s interest expense included approximately $16 million of financing costs incurred by the Company on behalf of SpinCo in connection with financing activities related to the BDS Business Acquisition.

The decrease in cash flows from operating activities in 2025 was driven by $24 million in additional tax payments associated with the final 2018 Tax Reform Transition payment, $52 million of costs related to the implementation of the Company’s new ERP system and $29 million of payments made in connection with transaction and integration costs associated with the BDS Business Acquisition.

Net cash used in investing activities in 2025 also included the payment related to the acquisition of Halo Labs.

On May 22, 2025, the Company and certain of its subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement in respect of that certain Amended and Restated Credit Agreement, dated as of September 17, 2021 and amended as of March 3, 2023, with the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company, among other things, reduced the aggregate total borrowing capacity of its existing senior unsecured revolving credit facility (the “Credit Facility”) by up to $200 million for an aggregate principal amount of up to $1.8 billion.

The Credit Facility will mature on May 22, 2030 subject to the Company’s ability to request, subject to customary conditions, a one-year extension to which each lender may, in its discretion, agree.

In connection with the BDS Business Acquisition, on January 8, 2026, SpinCo entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent (the “Agent”), and the other parties party thereto (the “SpinCo Credit Agreement”).

On February 6, 2026 (the “Funding Date”), SpinCo borrowed $4.0 billion of unsecured term loans under the SpinCo Credit Agreement, consisting of a $3.5 billion tranche which will mature and be payable in full 364 days after the Funding Date (“Tranche A”) and a $500 million tranche which will mature and be payable in full on the second anniversary of the Funding Date (“Tranche B”), and such funds were used by SpinCo on the Funding Date to finance the SpinCo Cash Distribution.

Upon consummation of the BDS Business Acquisition, all of this indebtedness was assumed by Waters.

Tranche A is expected to be refinanced with long-term bond financing, while Tranche B is expected to be repaid prior to maturity.

| Asia Other | | | 602,929 | | | | 572,623 | | | | 567,118 | | | | *5* | *%* | | | *1* | *%* |

In 2025, sales growth increased by 7% as compared to 2024.

Geographically, the 2025 sales increase was broad based across most major regions and led by the sales growth in China and Europe which both grew 10%.

In 2024, China sales decreased 10% and Europe’s sales increased 4%.

Operations of the recently acquired Wyatt business are part of the Waters operating segment.

Wyatt Acquisition

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, “Wyatt”), for a total purchase price of $1.3 billion in cash.

Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories and services.

The acquisition has expanded Waters’ portfolio and increased our exposure to large molecule applications.

The Company financed this transaction with a combination of cash on its balance sheet and borrowings under its revolving credit facility.

The Company’s financial results for the year ended December 31, 2024 include the financial results of Wyatt for the full year, while the financial results for the year ended December 31, 2023 only included seven-and-a-half months of Wyatt’s financial results as the closing of the acquisition occurred during the second quarter of 2023.

| Acquired in-process research and development | | | — | | | | — | | | | 9,797 | | | | * | * | | | * | * |

The Company’s net sales were flat in 2024 as compared to 2023 and decreased 1% in 2023 as compared to 2022 as the Company’s sales growth in most major geographies was offset by a 10% and a 22% reduction in sales in China, respectively.

Instrument system sales decreased 6% in 2024 as compared to 2023 and 7% in 2023 as compared to 2022 as a result of weaker customer demand in most geographies, driven primarily by the 15% and 30% decline in our China instrument sales, respectively.

Excluding China, the Company’s instrument system sales declined 4% in 2024 and grew 1% in 2023.

Wyatt’s instrument system sales added 2% and 4% to the Company’s instrument system sales growth in 2024 and 2023, respectively.

Operating income of $818 million in 2023 declined $55 million from the operating income of $873 million in 2022 as a result of the $26 million severance costs associated with the workforce reductions and the additional expenses associated with the Wyatt acquisition relating to purchased intangible amortization of $27 million, retention agreement costs of $19 million and due diligence costs of $13 million.

These costs were partially offset by the cost savings from the workforce reductions and lower electronic components costs and freight costs.

In addition, the negative effect of foreign currency translation lowered operating income by approximately $23 million during 2023.

In July 2024, the Company entered into a private Master Note Facility Agreement (the “Shelf Agreement”) with NYL Investors LLC (“NYL”) pursuant to which the Company may, at its option, authorize the issuance and sale of senior promissory notes (the “Shelf Notes”) up to an aggregate principal amount of $200 million.

The purchase of any Shelf Notes is in the sole discretion of NYL.

Any Shelf Notes sold or issued pursuant to the Shelf Agreement will mature no more than 15 years after the issuance date and will bear interest on the unpaid balance from the issuance date at the rates specified in the Shelf Agreement.

| Japan | | | 157,321 | | | | 167,202 | | | | 167,220 | | | | *(6* | *%)* | | | *—* | |

| Asia Other | | | 415,302 | | | | 399,916 | | | | 399,380 | | | | *4* | *%* | | | *—* | |

During these periods, the Company’s sales in most geographies grew positively, except in China and Japan.

The sales growth outside of China was led by India where sales increased 15% and 2% in 2024 and 2023, respectively.

China’s sales declined by 10% and 22% in 2024 and 2023, respectively, and were primarily driven by lower demand for our instrument systems and chemistry products resulting from increased government regulations and lower spending by our customers due to macroeconomic conditions.

Excluding China, the Company’s sales increased 2% and 5% in 2024 and 2023, respectively.

Wyatt sales increased the Company’s sales growth by 1% and 3% in 2024 and 2023, respectively, and added 3% to the U.S. sales.

In 2023, sales increased 5% in the U.S. and 7% in Europe, while decreasing 11% in Asia, with the effect of foreign currency translation increasing sales growth in Europe by 2% and decreasing sales growth in Asia by 4%, which includes a 9% decrease in sales in Japan resulting from foreign currency translation.

Wyatt’s sales contributed 5% and 3% of sales growth to the U.S. and Europe in 2023, respectively.

In 2023, sales to pharmaceutical customers decreased 3%, primarily driven by weakness in customer demand in China, with foreign currency translation decreasing pharmaceutical sales growth by 1% and Wyatt sales contributing 3% to the Company’s pharmaceutical sales growth.

Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, were flat in 2023, with foreign currency translation decreasing industrial sales growth by 1% and Wyatt contributing 1% to industrial sales growth.

Wyatt sales increased Waters products and service sales by approximately 1% in 2024.

Waters chemistry consumables sales growth was due to the continued

Wyatt products and service sales increased Waters products and service sales by approximately 3% in 2023.

Excluding China, the Company’s instrument system sales were flat as compared to 2022.

In addition, Wyatt’s instrument system sales contributed 5% to Waters instrument system sales growth in 2023.

Waters chemistry consumables sales were significantly impacted by the lower customer demand in China for our products.

Excluding China, the Company’s chemistry sales grew 7% in 2023.

Wyatt service revenues added 2% to Waters service revenue growth in 2023.

In 2023, cost of sales decreased 4% as compared to 2022, primarily due to the change in sales mix and the lower material and freight costs.

The increase in 2023 is primarily driven by severance-related costs in connection with a reduction in workforce, which increased expenses by 4%; the Wyatt acquisition due diligence and integration costs, which increased expenses by 2%; and the Wyatt acquisition-related retention expense, which increased expenses by 3%.

These increases were partially offset by lower incentive compensation costs.

For the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Company did not have any cash flow hedges that were deemed ineffective.

As of December 31, [removed: 2024,] [added: 2025,] the Company had three-year interest rate cross-currency swap derivative agreements with a notional value of [removed: $625] [added: $900] million to hedge the variability in the movement of foreign currency exchange rates [removed: on a portion of its euro-denominated and yen-denominated net asset investments.]

| | | December 31, [removed: 2024] [added: 2025] | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | |

| | | [removed: Notional Value] [added: Notional Value] | | | | [removed: Fair Value] [added: Fair Value] | | | | [removed: Notional Value] [added: Notional Value] | | | | [removed: Fair Value] [added: Fair Value] | | |

| Other current assets | | $ | [removed: 14,999] [added: 39,053] | | | $ | [removed: 482] [added: 329] | | | $ | [removed: 24,155] [added: 14,999] | | | $ | [removed: 183] [added: 482] | |

| Other current liabilities | | $ | [removed: 24,749] [added: 18,979] | | | $ | [removed: 261] [added: 248] | | | $ | [removed: 16,000] [added: 24,749] | | | $ | [removed: 207] [added: 261] | |

| Other assets | | $ | [removed: 625,000] [added: 20,000] | | | $ | [removed: 26,196] [added: 346] | | | $ | [removed: 220,000] [added: 625,000] | | | $ | [removed: 4,835] [added: 26,196] | |

| Other liabilities | | $ | [removed: —] [added: 100,000] | | | $ | [removed: —] [added: 2,384] | | | $ | [removed: 405,000] [added: 50,000] | | | $ | [removed: 13,384] [added: 641] | |

| Accumulated other comprehensive [removed: income] (loss) [added: income] | | | | | | $ | [removed: 32,979] [added: (53,730] | [added: )] | | | [added: —] | | | $ | [removed: (7,975] [added: 32,979] | [removed: )] |

| Other assets | | $ | [removed: 100,000] [added: 50,000] | | | $ | [removed: 503] [added: 34] | | | $ | [removed: —] [added: 100,000] | | | $ | [removed: —] [added: 503] | |

| Accumulated other comprehensive [removed: loss] [added: (loss) income] | | | | | | $ | [removed: (138] [added: (2,350] | ) | | | [added: —] | | | $ | [removed: (2,974] [added: (138] | ) |

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | |

| Realized [removed: gains] (losses) [added: gains] on closed contracts | | Cost of sales | | $ | [removed: 850] [added: (1,780] | [added: )] | | $ | [removed: 224] [added: 850] | | | $ | [removed: (3,855] [added: 224] | [removed: )] |

| Unrealized [removed: gains] (losses) [added: gains] on open contracts | | Cost of sales | | | [removed: 245] [added: (140] | [added: )] | | | [removed: (156] [added: 245] | [removed: )] | | | [removed: (176] [added: (156] | ) |

| Cumulative net pre-tax [removed: gains] (losses) [added: gains] | | Cost of sales | | $ | [removed: 1,095] [added: (1,920] | [added: )] | | $ | [removed: 68] [added: 1,095] | | | $ | [removed: (4,031] [added: 68] | [removed: )] |

| Interest earned | | Interest income | | $ | [removed: 10,110] [added: 10,920] | | | $ | [removed: 10,974] [added: 10,110] | | | $ | [removed: 8,872] [added: 10,974] | |

| Unrealized [removed: gains] (losses) [added: gains] on open contracts [added: (1)] | | Accumulated other comprehensive loss | | $ | [removed: 40,954] [added: (86,709] | [added: )] | | $ | [removed: (18,001] [added: 40,954] | [removed: )] | | $ | [removed: 25,969] [added: (18,001] | [added: )] |

| Interest earned | | Interest income | | $ | [removed: 1,281] [added: 468] | | | $ | [removed: 326] [added: 1,281] | | | $ | [removed: —] [added: 326] | |

| Unrealized losses on open contracts | | Accumulated other comprehensive loss | | $ | [removed: (2,835] [added: (2,211] | ) | | $ | [removed: (2,974] [added: (2,835] | ) | | $ | [removed: —] [added: (2,974] | [added: )] |

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the foreign currency exchange contracts outstanding as of December 31, [removed: 2024 would decrease pre-tax earnings by approximately $1 million.]

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the interest rate [added: cross-currency swap agreements outstanding as of December 31, 2025 would increase by approximately $95 million and would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.]

As of December 31, [removed: 2024,] [added: 2025,] the carrying value of the Company’s cash and cash equivalents approximated fair value.

As of December 31, [removed: 2024,] [added: 2025,] the Company estimates that a hypothetical adverse change of 100 basis points across all maturities would not have a material effect on the fair market value of its portfolio.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023, $275] [added: 2024, $372] million out of [removed: $325] [added: $588] million and [removed: $321] [added: $275] million out of [removed: $396] [added: $325] million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries.

In addition, [removed: $226] [added: $306] million out of [removed: $325] [added: $588] million and [removed: $233] [added: $226] million out of [removed: $396] [added: $325] million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

As of December 31, [removed: 2024,] [added: 2025,] the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the Company’s cash, cash equivalents and investments held in currencies other than the U.S. dollar as of December 31, [removed: 2024] [added: 2025] would decrease by approximately [removed: $23] [added: $31] million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

on a portion of its euro-denominated and yen-denominated net asset investments.

| Other liabilities | | $ | 880,000 | | | $ | 50,493 | | | $ | — | | | $ | — | |

| (1) | Unrealized (losses) gains on open contracts from interest rate cross-currency swap agreements fluctuated year over year primarily due to changes in foreign exchange rates, which resulted in period-to-period variability. |

| --- | --- |

2025 would decrease pre-tax earnings by approximately $3 million.

| Other liabilities | | $ | 50,000 | | | $ | 641 | | | $ | 100,000 | | | $ | 2,974 | |

cross-currency swap agreements outstanding as of December 31, 2024 would increase by approximately $60 million and would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

Waters Corporation (the “Company,” [removed: “Waters,”] “we,” “our,” or “us”), a global leader in analytical instruments and software, has pioneered innovations in chromatography, mass spectrometry and thermal analysis serving life, materials and food sciences for more than 65 years.

In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA [removed: InstrumentsTM] [added: Instruments] (“TA”) product line.

[removed: The Company’s thermal analysis, rheometry and calorimetry] [added: These] instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research.

Since the IPO, the Company has added [removed: three] [added: four] significant and complementary technologies to its range of products with the acquisitions of TA Instruments in May 1996, Micromass Limited in September [removed: 1997 and] [added: 1997,] Wyatt Technology in May [removed: 2023.][added: 2023 and the BDS Business (as defined below) in February 2026.]

[removed: As a result] [added: Based on the evaluation] of [removed: this evaluation,] the [added: Company’s business as conducted in 2025, the] Company determined that it has two operating segments: Waters and TA.

The Company’s two operating segments have similar economic [removed: characteristics;] [added: characteristics:] product [removed: processes;] [added: processes,] products and [removed: services;] [added: services,] types and classes of [removed: customers;] [added: customers,] methods of [removed: distribution;] [added: distribution,] and regulatory environments.

The Company believes that HPLC’s performance capabilities enable it to separate, identify [removed: and quantify a high proportion of all known chemicals.]

In 2024, the Company introduced HPLC CONNECT software, an all-in-one software platform that enables full digital synchronization between Waters high- and ultra-performance liquid chromatography (HPLC/UPLC) systems and multi-angle light-scattering instruments (MALS) from its Wyatt [removed: Technology™] [added: Technology] portfolio.

[removed: The new HPLC system combines advanced bio-separation technology] and built-in instrument intelligence features and is designed to help biopharma QC analysts boost efficiency and eliminate up to 40% of common errors, saving time lost by investigating the source of failed runs and out-of-specification results.

Larger quadrupole systems, such as the XevoTM TQ MS System and Xevo TQ-S MS System, are used primarily for [removed: experiments performed for late-stage drug development, including clinical trial testing.]

[removed: In 2022,] [added: Also in 2025,] the Company introduced the Xevo TQ Absolute [removed: System,] [added: XR Mass Spectrometer,] the [added: Company’s] most [removed: sensitive] [added: sensitive, robust,] and [removed: compact] [added: reliable] benchtop tandem [removed: mass spec in its class.][added: quadrupole.]

Based upon [removed: 2024,] [added: 2024] reports from independent marketing research firms and publicly disclosed sales figures from competitors, the Company believes that it is one of the world’s largest manufacturers and distributors of LC and LC-MS instrument systems, chromatography columns and other consumables and related services.

It is compatible with numerous MS imaging sources including DESI and MALDI, and generates crystal-clear, high-resolution images without [removed: compromising mass spectral resolution or accuracy.]

The servicing and support of instruments, software and accessories is an important source of revenue and represented over 35% of sales for Waters in [removed: 2024.][added: 2025.]

It can reduce the turnaround time of product release samples and facilitate the planning and progress of critical analyses via live, at-a-glance [removed: dashboard views of the operational status of chromatography instruments.]

Similar to Waters, the servicing and support of TA’s instruments is an important source of revenue and represented more than 25% of sales for TA in [removed: 2024.][added: 2025.]

During [removed: 2024, 58%] [added: 2025, 59%] of the Company’s net sales were to pharmaceutical accounts, [removed: 31%] [added: 30%] to other industrial accounts and 11% to academic institutions and governmental agencies.

Although the Company transacts business with various government agencies, [added: for fiscal year 2025,] no government contract [removed: is] [added: was] of such magnitude that a renegotiation of profits or termination of the contract at the election of the government agency would have a material adverse effect on the Company’s financial results.

During fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] no single customer accounted for more than 2% of the Company’s net sales.

Across these product technologies, using respective specialized sales and service workforces, the Company serves its customer base with [removed: 79] [added: 82] sales offices throughout the world as of [added: December 31, 2025 and approximately 4,300, 4,200 and 4,300 field representatives in 2025, 2024 and 2023, respectively.]

[removed: The materials used by] the Company’s operations are generally available from a number of sources and in sufficient quantities to meet current requirements subject to normal lead times.

The Company is subject to rules of the [removed: Securities and Exchange Commission (“SEC”)] [added: SEC] under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require disclosure as to whether certain materials (tantalum, tin, gold and tungsten), known as conflict minerals, which may be contained in the Company’s products, are mined from the Democratic Republic of the Congo and adjoining countries.

In [removed: 2024,] [added: 2025,] the Company was not able to determine with certainty the country of origin of some of the conflict minerals in its manufactured products.

The Company is in the process of evaluating its [removed: 2024] [added: 2025] supply chain, and the Company plans to file its [removed: 2024] [added: 2025] Form SD with the SEC in May [removed: 2025.][added: 2026.]

Further information regarding these regulations is available on the Company’s website, www.waters.com, under the caption “About Waters / Corporate [removed: Governance”.][added: Governance.”]

The Company’s research and development expenditures for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were [removed: $183] [added: $196] million, [removed: $175] [added: $183] million and [removed: $176] [added: $175] million, respectively.

At December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] there were approximately [removed: 1,100, 1,200] [added: 1,200, 1,100] and 1,200 employees involved in the Company’s research and development efforts, respectively.

The Company employed approximately [removed: 7,600, 7,900] [added: 7,900, 7,600] and [removed: 8,200] [added: 7,900] employees at December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively, with approximately 39% of the Company’s employees located in the United States.

[removed: The] Company believes its employee relations are generally good.

In the markets served by Waters, the Company’s principal competitors include: Agilent Technologies, Inc., Shimadzu Corporation, Bruker Corporation, Danaher Corporation and Thermo Fisher Scientific Inc. In the [added: markets served by TA, the Company’s principal competitors include: PerkinElmer, Inc., NETZSCH-Geraetebau GmbH, Malvern PANalytical Ltd., Spectris plc, Anton-Paar GmbH and others not identified here.]

[removed: In recent years, the Company’s principal competitors for consumable products have included: Danaher Corporation; Merck KGaA; Agilent Technologies, Inc.;] [added: Inc.,] General Electric Company and Thermo Fisher Scientific Inc. The ACQUITY UPLC Instrument is designed to offer a predictable level of performance when used with ACQUITY UPLC Columns and the Company believes that the expansion of the ACQUITY UPLC Instrument base will enhance its chromatographic column business because of the high level of synergy between ACQUITY UPLC Columns and the ACQUITY UPLC Instruments.

However, the Company believes that no [removed: one] [added: single] patent or group of patents, trademark or license is, in and of itself, essential to the Company such that its loss would materially affect the Company’s business as a whole.

In [removed: November 2024,] [added: December 2025,] the Company published its 2024 [removed: ESG] [added: Sustainability] Report, detailing the Company’s efforts to address its environmental impact and uphold its social responsibilities in 2024.

See Item 1A, Risk Factors – The effects of climate change could harm the Company’s [removed: business,] [added: business –] for more information on the potential significance of climate change legislation.

The website address for Waters Corporation is http://www.waters.com and SEC filings can be found under the [removed: caption “Investors”.]

[added: caption “Investors.”] The Company is providing its website address solely for the information of investors.

| | • | | current global economic, sovereign and political conditions and [removed: uncertainties, including] [added: uncertainties;] the effect of new or proposed tariff or trade regulations, as well as other new or changed domestic and foreign laws, regulations and policies (or new interpretations [removed: thereof),] [added: thereof);] inflation and interest [removed: rates,] [added: rates;] the impacts and costs of war, in particular as a result of the ongoing conflicts between Russia and Ukraine and in the Middle [removed: East,] [added: East;] and the possibility of further escalation resulting in new geopolitical and regulatory instability; |

*Acquisition of BD Biosciences & Diagnostic Solutions Businesses*

On February 9, 2026, the Company completed the acquisition (the “BDS Business Acquisition”) of the Biosciences and Diagnostic Solutions businesses (the “BDS Business”) of Becton, Dickinson and Company (“BD”), for a total purchase price, including assumed debt, of $16.8 billion.

This transformative combination establishes an innovative global leader in life sciences and diagnostics, enhancing the Company’s scale, broadening its capabilities and expanding its presence across attractive end markets.

Following the BDS Business Acquisition, the Company now offers products for the safe collection and transport of diagnostics specimens, and instruments and reagent systems to detect a broad range of infectious diseases, healthcare-associated infections and cancers through BD’s former Life Sciences business segment, as well as immunology and cancer research solutions and related clinical diagnostics, including flow cytometry instruments and reagents, and innovative multiomics tools through BD’s former Biosciences and Diagnostic Solutions business units.

Following the closing of the BDS Business Acquisition, the Company has reorganized the existing and new divisions into the following four segments: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics and Waters Materials Sciences.

The transaction was structured as a Reverse Morris Trust transaction.

Pursuant to the BDS Business Acquisition:

| | (i) | BD transferred all of the rights, titles and interests to and under certain assets and liabilities relating to the BDS Business to Augusta SpinCo Corporation (“SpinCo”), a subsidiary of BD incorporated in connection with the transaction (the “Spin-Off”); |

| --- | --- | --- |

| | (ii) | BD distributed to its shareholders all of the issued and outstanding shares of common stock, $0.01 par value per share, of SpinCo (“SpinCo Common Stock”) held by BD by way of a pro rata distribution (the “Distribution”); and |

| --- | --- | --- |

| | (iii) | following the Distribution, a subsidiary of the Company (“Merger Sub”) was merged with and into SpinCo, with SpinCo as the surviving entity (the “Merger”), and all SpinCo Common Stock was converted into the right to receive 38,541,852 shares of common stock, $0.01 par value per share, of the Company (“Company Common Stock”). |

| --- | --- | --- |

As a result of the BDS Business Acquisition, SpinCo became a wholly owned subsidiary of Waters.

Upon closing of the BDS Business Acquisition, BD’s shareholders owned approximately 39.2% of the combined company and existing shareholders of the Company owned approximately 60.8% of the combined company.

In connection with the BDS Business Acquisition, BD received a cash distribution of approximately $4.0 billion from SpinCo prior to the completion of the transaction (the “SpinCo Cash Distribution”).

To fund the SpinCo Cash Distribution, SpinCo incurred approximately $4.0 billion of new indebtedness substantially concurrently with the completion of the transaction, which indebtedness was assumed by Waters as a result of the transaction.

Following the closing of the BDS Business Acquisition in February 2026, the Company has reorganized the existing and new business units into the following four segments: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics and Waters Materials Sciences.

The Company will evaluate its business activities as currently organized to determine its operating segments and reporting segments for future reporting periods.

and quantify a high proportion of all known chemicals.

In 2025, Waters integrated the MALS instruments with its Empower Software for improved Biologics quality control and simplified regulatory compliance.

Also, in 2025 Waters acquired Halo Labs an innovator of specialized imaging technologies to detect, identify, and count interfering materials (particles) in therapeutic products, such as cell, protein and gene therapies.

The addition of the Halo Labs product portfolio compliments and expands our particle analysis capabilities beyond what can be achieved with Wyatt’s multi-angle light scattering technology alone.

In 2025 Waters expanded the Alliance iS to include the Alliance iS Bio HPLC which includes photodiode array detector that enhance spectral insights for biopharma & quality control customers when combined our MaxPeak Premier columns and Waters enhanced the Alliance iS system software to include a smart HPLC authenticated user access verification touchscreen for superior security.

The new HPLC system combines advanced bio-separation technology

In 2025, the Company introduced the BioResolve™ Protein A Affinity Columns with MaxPeak™ Premier Technology, providing precise titer measurements.

This launch marks the first set of affinity chromatography columns that Waters has brought to market, in a groundbreaking move as the Company continues to release new products that solve unmet needs in large molecule separations.

The new columns enable earlier access to results in upstream bioprocessing, faster method optimization in downstream development for biologics, and a new level of agility in the discovery, optimization, and manufacturing of antibody-based drug products.

The BioResolve Protein A Affinity Columns have been designed to provide up to 7x improvements in sensitivity compared to the market leader.

The novel, non-porous 3.5 µm particles allow accurate quantitation of antibody titers at lower concentrations and with less sample.

In addition, the columns have been designed to couple with size exclusion chromatography columns to measure titer concentrations and aggregate analysis in a single run on any LC system.

Additionally in 2025, Waters launched the Charged Aerosol Detector which was specifically designed for use with Waters Empower Software, the world’s most trusted chromatography data system.

The Charged Aerosol Detector delivers sensitive, consistent, and reproducible measurements of analytes with little or no UV absorption, including sugars, lipids, impurities and excipients, often without the need for sample pre-treatment and is ideal for characterizing materials from small molecules and biopharmaceutical formulations to food additives, nutrients and environmental pollutants.

experiments performed for late-stage drug development, including clinical trial testing.

compromising mass spectral resolution or accuracy.

Notably, the product exceeds the performance capabilities of the Xevo TQ Absolute, which itself set the benchmark in the industry for tandem quadrupole sensitivity, particularly in areas such as pharmaceutical quantitation and PFAS detection.

Tailored for high-throughput applications in pharmaceutical companies, contract testing organizations, and government laboratories, the new system is designed to deliver exceptional performance for the most sensitive trace-level analyses in complex matrices, while maximizing system uptime and efficiency.

The Xevo TQ Absolute XR Mass Spectrometer offers significant operational efficiencies.

It uses up to 50% less power and nitrogen gas, produces 50% less heat than any other high-performing tandem or triple quadrupole on the market, and takes up to 50% less bench space, making it the ideal system for laboratories striving to reduce their environmental footprint without compromising throughput or performance.

In 2025, the Company introduced the Waters Xevo Charge Detection Mass Spectrometer (“CDMS”), delivering unmatched measurement and characterization for the broadest range of mega-mass biomolecules central to next-generation therapeutics and structural biology.

With approximately 7,600 employees worldwide, Waters operates directly in over 35 countries and has products available in more than 100 countries.

The Company introduced the new Xevo G3 Q-Tof Mass Spectrometer with CONFIRM Sequence, a new oligonucleotide sequencing confirmation app for the waters_connect Software platform and an electrospray ionization source for the high-resolution SELECT SERIES MRT Mass Spectrometer.

In 2022, the Company introduced a new PFAS quantitation workflow enabled by enhancements to its waters_connect Software for quantitation software and the Company introduced Extraction+ TM Connected Device, a new software-controlled product for the Waters Andrew+TM Pipetting Robot that automates the preparation of biological, food, forensics and environmental samples by solid phase extraction.

*Waters Service*

In 2022, TA introduced the Powder Rheology Accessory, which enables our Discovery Hybrid Rheometers to characterize the behavior of powders during storage, dispensing, processing and end-use.

The Powder Rheology Accessory provides relevant property and processing measurements for battery electrode coatings to prevent defects that cause cell failure and pharmaceutical tablets to prevent instabilities of API blends.

Also in 2022, TA introduced Polymer Workflow Guided Methods, which provides walk up and use functionality by codifying polymer workflows.

Guided Methods leverages the power of TRIOS AutoPilot Software and enables novice users to quickly learn and use the instrument to set up test methods, run tests, and execute analyses across our Thermal Analysis and Rheology product lines.

December 31, 2024 and approximately 4,200, 4,300 and 4,500 field representatives in 2024, 2023 and 2022, respectively.

markets served by TA, the Company’s principal competitors include: PerkinElmer, Inc., NETZSCH-Geraetebau GmbH, Thermo Fisher Scientific Inc., Malvern PANalytical Ltd., a subsidiary of Spectris plc, Anton-Paar GmbH and others not identified here.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 21, 2025: 59,410,941]

Portions of the registrant’s definitive proxy statement that will be filed for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference in Part III.

| | 1A. | | | [Risk [removed: Factors](#toc791800_3)] [added: Factors](#toc778470_3)] | | | [removed: 14] [added: 16] | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#toc791800_4)] [added: Comments](#toc778470_4)] | | | [removed: 27] [added: 38] | |

| | 1C. | | | [removed: [Cybersecurity](#toc791800_5)] [added: [Cybersecurity](#toc778470_5)] | | | [removed: 28] [added: 38] | |

| | 3. | | | [Legal [removed: Proceedings](#toc791800_7)] [added: Proceedings](#toc778470_7)] | | | [removed: 31] [added: 40] | |

| | 4. | | | [Mine Safety [removed: Disclosures](#toc791800_8)] [added: Disclosures](#toc778470_8)] | | | [removed: 31] [added: 40] | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc791800_10)] [added: Securities](#toc778470_10)] | | | [removed: 32] [added: 41] | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc791800_12)] [added: Operations](#toc778470_12)] | | | [removed: 35] [added: 44] | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc791800_13)] [added: Risk](#toc778470_13)] | | | [removed: 48] [added: 58] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#toc791800_14)] [added: Data](#toc778470_14)] | | | [removed: 51] [added: 61] | |

| | | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: 238)](#toc791800_15)] [added: 238)](#toc778470_15)] | | | [removed: 52] [added: 62] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc791800_16)] [added: Disclosure](#toc778470_16)] | | | [removed: 100] [added: 112] | |

| | 9A. | | | [Controls and [removed: Procedures](#toc791800_17)] [added: Procedures](#toc778470_17)] | | | [removed: 100] [added: 112] | |

| | 9B. | | | [Other [removed: Information](#toc791800_18)] [added: Information](#toc778470_18)] | | | [removed: 100] [added: 112] | |

| | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#toc791800_19)] [added: Inspections](#toc778470_19)] | | | [removed: 100] [added: 112] | |

| | | | | [PART [removed: III](#toc791800_20)] [added: III](#toc778470_20)] | | | | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#toc791800_21)] [added: Governance](#toc778470_21)] | | | [removed: 101] [added: 113] | |

| | 11. | | | [Executive [removed: Compensation](#toc791800_22)] [added: Compensation](#toc778470_22)] | | | [removed: 102] [added: 114] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc791800_23)] [added: Matters](#toc778470_23)] | | | [removed: 103] [added: 115] | |

| | 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#toc791800_24)] [added: Independence](#toc778470_24)] | | | [removed: 103] [added: 115] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#toc791800_25)] [added: Services](#toc778470_25)] | | | [removed: 103] [added: 115] | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#toc791800_27)] [added: Schedules](#toc778470_27)] | | | [removed: 104] [added: 116] | |

| | 16. | | | [Form 10-K [removed: Summary](#toc791800_28)] [added: Summary](#toc778470_28)] | | | [removed: 107] [added: 121] | |

non-aff

iliat

es

of the registrant as of June 28, 2025: $20,973,515,517.

9, 2026: 98,101,871

| | | | | [PART I](#toc778470_1) | | | | |

| | 1. | | | [Business](#toc778470_2) | | | 1 | |

| | 2. | | | [Properties](#toc778470_6) | | | 39 | |

| | | | | [PART II](#toc778470_9) | | | | |

| | 6. | | | [Reserved](#toc778470_11) | | | 44 | |

| | | | | [PART IV](#toc778470_26) | | | | |

| | | | | [Signatures](#toc778470_29) | | | 122 | |

non-affiliates

of the registrant as of June 29, 2024: $17,219,389,367.

| | | | | [PART I](#toc791800_1) | | | | |

| | 1. | | | [Business](#toc791800_2) | | | 1 | |

| | 2. | | | [Properties](#toc791800_6) | | | 30 | |

| | | | | [PART II](#toc791800_9) | | | | |

| | 6. | | | [Reserved](#toc791800_11) | | | 35 | |

| | | | | [PART IV](#toc791800_26) | | | | |

| | | | | [Signatures](#toc791800_29) | | | 108 | |

Unresolved Staff Comments

##### [Table of Contents](#toc)

We have a longstanding information security risk management framework structured according to the National Institute of Standards and Technology Cybersecurity Framework, industry best practices, privacy [removed: legislation,] [added: legislation] and other global and local standards and regulations.

approach with multiple layers of security controls, including network segmentation, security monitoring, endpoint [removed: protection,] [added: protection] and identity and access management, as well as data protection best practices and data loss prevention controls.

Our cybersecurity awareness program includes regular phishing simulations, annual general cybersecurity [removed: awareness,] [added: awareness] and data protection modules, as well as more contextual and personalized modules for targeted users and roles.

The Board of Directors oversees the Company’s information security risk management framework that seeks to identify new risks, develop and implement risk mitigation [removed: plans,] [added: plans] and monitor the results affecting the Company’s business and operations on an ongoing basis.

The Company’s Vice President and Chief Information Officer has over [removed: 24] [added: 25] years of business experience managing risks from cybersecurity threats/developing and implementing cybersecurity policies and procedures, as well as several relevant certifications.

Waters Corporation operates [removed: 19] [added: 20] United States facilities and [removed: 68] [added: 70] international facilities, including field offices.

The Company’s primary facilities are summarized in the table [removed: below.][added: below for the year ended December 31, 2025:]

| Location | | Function (2) | | [added: | |] Owned/Leased |

| Golden, CO | | [added: |] M, R, S, D, A | | [added: |] Owned |

| New Castle, DE | | [added: |] M, R, S, D, A | | [added: |] Owned |

| Franklin, MA | | [added: |] D | | [added: |] Leased |

| Milford, MA | | [added: |] M, R, S, A | | [added: |] Owned |

| Taunton, MA | | [added: |] M, R | | [added: |] Owned |

| Cambridge, MA | | [added: |] R, S | | [added: |] Leased |

| Eden Prairie, MN | | [added: |] M, R, S, D, A | | [added: |] Leased |

| Lindon, UT | | [added: |] M, R, S, D, A | | [added: |] Leased |

| Santa Barbara, CA | | [added: |] M, R, S, D, A | | [added: |] Leased |

| Beijing, China | | [added: |] S, A | | [added: |] Leased |

| Shanghai, China | | [added: |] R, S, A | | [added: |] Leased |

| Birmingham, England | | [added: |] M, A | | [added: |] Owned |

| Wilmslow, England | | [added: |] M, R, S, D, A | | [added: |] Owned |

| St. Quentin, France | | [added: |] S, A | | [added: |] Leased |

| Hüllhorst, Germany | | [added: |] M, R, S, D, A | | [added: |] Owned |

| Wexford, Ireland | | [added: |] M, R, D, A | | [added: |] Owned |

| Bangalore, India | | [removed: M,] [added: |] R, S, D, A | | [added: |] Owned/Leased |

| Etten-Leur, Netherlands | | [added: |] S, D, A | | [removed: Owned] | [added: Leased |]

| Brasov, Romania | | [added: |] R, A | | [added: |] Leased |

| Singapore | | [added: |] R, S, D, A | | [added: |] Leased |

The Company operates and maintains [removed: 9] [added: 10] field offices in the United States and [removed: 55] [added: 57] field offices abroad in addition to sales offices in the primary facilities listed above.

The Company’s field office locations are listed [removed: below.][added: below for the year ended December 31, 2025.]

| [removed: Costa Mesa,] [added: Burlingame,] CA | | Australia | | Hong Kong | | People’s Republic of China |

| [removed: Pleasanton,] [added: Costa Mesa,] CA | | Austria | | India | | Portugal |

| [removed: Wood Dale, IL] [added: Pleasanton, CA] | | Belgium | | Ireland | | Poland |

| [removed: Carmel, IN] [added: Wood Dale, IL] | | Brazil | | Israel | | Puerto Rico |

| [removed: Woburn, MA] [added: Carmel, IN] | | Canada | | Italy | | Spain |

| [removed: Columbia, MD] [added: Woburn, MA] | | Czech Republic | | Japan | | Sweden |

| [removed: Morrisville, NC] [added: Columbia, MD] | | Denmark | | Korea | | Switzerland |

| [removed: Parsippany, NJ] [added: Morrisville, NC] | | Finland | | Malaysia | | Taiwan |

| [removed: Bellaire, TX] [added: Parsippany, NJ] | | France | | Mexico | | United Arab Emirates |

| [added: Plymouth Meeting, PA] | | Germany | | Netherlands | | United Kingdom |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

As of February [removed: 21, 2025,] [added: 19, 2026,] the Company had [removed: 65] [added: 5,058] common stockholders of record.

The Company has not made any sales of unregistered equity securities in the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

The following graph compares the cumulative total return on $100 invested as of December 31, [removed: 2019] [added: 2020] (the last day of public trading of the Company’s common stock in fiscal year [removed: 2019)] [added: 2020)] through December 31, [removed: 2024] [added: 2025] (the last day of public trading of the common stock in fiscal year [removed: 2024)] [added: 2025)] in the Company’s common stock, the NYSE Market Index, the SIC Code 3826 Index and the S&P 500 Index.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE DECEMBER 31, [removed: 2019][added: 2020]

[removed: ][added: ]

| | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]

The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2024] [added: 2025] of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):

| Period | | [removed: Total Number of Shares Purchased] [added: Total Number of Shares Purchased] (1) | | | | [removed: Average Price Paid per] [added: Average Price Paid per] Share | | | | Total Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Programs] [added: Publicly Announced Programs] | | | | Maximum [removed: Dollar Value] [added: Dollar Value] of [removed: Shares That] [added: Shares That] May Yet [removed: Be Purchased Under the Programs (2)] [added: Be Purchased Under the Programs (*in thousands)*] | | |

| September [removed: 29, 2024] [added: 28, 2025] to October [removed: 26, 2024] [added: 25, 2025] | | | [removed: —] [added: 81] | | | $ | [removed: —] [added: 289.43] | | | | — | | | $ | 961,207 | |

| October [removed: 27, 2024] [added: 26, 2025] to November [removed: 23, 2024] [added: 22, 2025] | | | [removed: —] [added: 91] | | | $ | [removed: —] [added: 345.95] | | | | — | | | $ | 961,207 | |

| November [removed: 24, 2024] [added: 23, 2025] to December 31, [removed: 2024] [added: 2025] | | | [removed: —] [added: 236] | | | $ | [removed: —] [added: 377.12] | | | | — | | | $ | 961,207 | |

| Total | | | [removed: —] [added: 408] | | | $ | [removed: —] [added: 352.76] | | | | — | | | $ | 961,207 | |

| (1) | [removed: The Company repurchased fewer than one thousand] [added: All] shares [removed: of common stock at a cost of less than $1 million] [added: repurchased as referenced in the table above] related to the vesting of restricted stock during the three months ended December 31, [removed: 2024.] [added: 2025.] |

| WATERS CORPORATION | | | 100.00 | | | | 150.59 | | | | 138.46 | | | | 133.07 | | | | 149.94 | | | | 153.52 | |

| NYSE MARKET INDEX | | | 100.00 | | | | 120.68 | | | | 109.39 | | | | 124.46 | | | | 144.12 | | | | 169.62 | |

| SIC CODE INDEX | | | 100.00 | | | | 126.55 | | | | 85.53 | | | | 76.41 | | | | 71.56 | | | | 69.03 | |

| S&P 500 INDEX | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| --- | --- |

| WATERS CORPORATION | | | 100.00 | | | | 105.89 | | | | 159.47 | | | | 146.62 | | | | 140.91 | | | | 158.78 | |

| NYSE MARKET INDEX | | | 100.00 | | | | 106.99 | | | | 129.11 | | | | 117.04 | | | | 133.16 | | | | 154.19 | |

| SIC CODE INDEX | | | 100.00 | | | | 128.89 | | | | 161.64 | | | | 107.91 | | | | 96.14 | | | | 89.95 | |

| S&P 500 INDEX | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| (2) | In December 2024, the Company’s Board of Directors authorized the extension of the existing share repurchase program through January 21, 2028. The Company’s remaining authorization is $1.0 billion. The size and timing of these purchases, if any, will depend on our stock price and market and business conditions, as well as other factors. |

Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management, including our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Waters Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in

Product sales totaled [removed: $1.8] [added: $2.0] billion for the year ended December 31, [removed: 2024.][added: 2025.]

February [removed: 25,][added: 23,]

| | | [added: 2025 | | | |] 2024 | | | | 2023 | | |

[removed: |] Cash and [removed: cash equivalents | | $ | 324,421 | | | $ | 395,076 | |][added: Cash Equivalents]

| Accounts receivable, net | | | [removed: 733,365] [added: 828,844] | | | | [removed: 702,168] [added: 733,365] | |

| Inventories | | | [removed: 477,261] [added: 572,371] | | | | [removed: 516,236] [added: 477,261] | |

| Other current assets | | | [removed: 133,130] [added: 158,599] | | | | [removed: 138,489] [added: 133,130] | |

| Total current assets | | | [removed: 1,669,111] [added: 2,147,645] | | | | [removed: 1,752,867] [added: 1,669,111] | |

| Property, plant and equipment, net | | | [removed: 651,200] [added: 642,046] | | | | [removed: 639,073] [added: 651,200] | |

| Intangible assets, net | | | [removed: 567,906] [added: 558,179] | | | | [removed: 629,187] [added: 567,906] | |

| Goodwill | | | [removed: 1,295,720] [added: 1,340,081] | | | | [removed: 1,305,446] [added: 1,295,720] | |

| Operating lease assets | | | [removed: 74,193] [added: 80,764] | | | | [removed: 84,591] [added: 74,193] | |

| Other assets | | | [removed: 295,665] [added: 307,835] | | | | [removed: 215,690] [added: 295,665] | |

| Total assets | | $ | [removed: 4,553,795] [added: 5,076,550] | | | $ | [removed: 4,626,854] [added: 4,553,795] | |

| Notes payable and debt | | $ | [removed: —] [added: 460,000] | | | $ | [removed: 50,000] [added: —] | |

| Accounts payable | | | [removed: 99,931] [added: 103,778] | | | | [removed: 84,705] [added: 99,931] | |

| Accrued employee compensation | | | [removed: 93,969] [added: 99,654] | | | | [removed: 69,391] [added: 93,969] | |

| Deferred revenue and customer advances | | | [removed: 250,807] [added: 266,540] | | | | [removed: 256,675] [added: 250,807] | |

| Current operating lease liabilities | | | [removed: 25,537] [added: 31,091] | | | | [removed: 27,825] [added: 25,537] | |

| Accrued income taxes | | | [removed: 158,658] [added: 35,530] | | | | [removed: 120,257] [added: 158,658] | |

| Accrued warranty | | | [removed: 11,602] [added: 12,261] | | | | [removed: 12,050] [added: 11,602] | |

| Other current liabilities | | | [removed: 149,254] [added: 230,645] | | | | [removed: 168,677] [added: 149,254] | |

| Total current liabilities | | | [removed: 789,758] [added: 1,239,499] | | | | [removed: 789,580] [added: 789,758] | |

| Long-term debt | | | [removed: 1,626,488] [added: 947,445] | | | | [removed: 2,305,513] [added: 1,626,488] | |

| Long-term portion of retirement benefits | | | [removed: 44,611] [added: 43,918] | | | | [removed: 47,559] [added: 44,611] | |

| Long-term income tax liabilities | | | [removed: 30,318] [added: 34,075] | | | | [removed: 137,123] [added: 30,318] | |

| Long-term operating lease liabilities | | | [removed: 50,317] [added: 52,548] | | | | [removed: 58,926] [added: 50,317] | |

| Other long-term liabilities | | | [removed: 183,796] [added: 197,823] | | | | [removed: 137,812] [added: 183,796] | |

| Total long-term liabilities | | | [removed: 1,935,530] [added: 1,275,809] | | | | [removed: 2,686,933] [added: 1,935,530] | |

| Total liabilities | | | [removed: 2,725,288] [added: 2,515,308] | | | | [removed: 3,476,513] [added: 2,725,288] | |

| Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023] [added: 2024] | | | — | | | | — | |

| Common stock, par value $0.01 per share, 400,000 shares authorized, [removed: 162,962] [added: 163,162] and [removed: 162,709] [added: 162,962] shares issued, [removed: 59,388] [added: 59,549] and [removed: 59,176] [added: 59,388] shares outstanding at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | [removed: 1,630] [added: 1,632] | | | | [removed: 1,627] [added: 1,630] | |

| Additional paid-in capital | | | [removed: 2,341,298] [added: 2,416,237] | | | | [removed: 2,266,265] [added: 2,341,298] | |

| Retained earnings | | | [removed: 9,788,655] [added: 10,431,284] | | | | [removed: 9,150,821] [added: 9,788,655] | |

| Cash and cash equivalents | | $ | 587,831 | | | $ | 325,355 | |

| Net income | | $ | 642,629 | | | $ | 637,834 | | | $ | 642,234 | |

| Net income | | $ | 642,629 | | | $ | 637,834 | | | $ | 642,234 | |

| Other adjustments | | | (2,398 | ) | | | — | | | | (742 | ) |

| Proceeds from sale of assets | | | 2,840 | | | | — | | | | — | |

| Net income | | | — | | | | — | | | | — | | | | 642,629 | | | | — | | | | — | | | | 642,629 | |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 29,832 | | | | 29,832 | |

| Stock options exercised | | | 51 | | | | 1 | | | | 10,443 | | | | — | | | | — | | | | — | | | | 10,444 | |

| Stock-based compensation | | | 114 | | | | 1 | | | | 53,491 | | | | — | | | | — | | | | — | | | | 53,492 | |

| Balance December 31, 2025 | | | 163,162 | | | $ | 1,632 | | | $ | 2,416,237 | | | $ | 10,431,284 | | | $ | (10,162,460 | ) | | $ | (125,451 | ) | | $ | 2,561,242 | |

Acquisition of BD Biosciences & Diagnostic Solutions Businesses

On February 9, 2026, the Company completed the acquisition (the “BDS Business Acquisition”) of the Biosciences & Diagnostic Solutions business (the “BDS Business”) of Becton, Dickinson and Company (“BD”).

The transaction was structured as a Reverse Morris Trust transaction, where the BDS Business was spun off to BD shareholders and simultaneously merged with a wholly-owned subsidiary of the Company.

The 2025 financial results of the BDS Business are not included in the Company’s 2025 consolidated financial results presented herein.

respectively.

determination does not have any material variable consideration.

The Company does not consider there to be significant concentrations of credit

risk

| December 31, 2025 | | $ | 14,269 | | | $ | 5,834 | | | $ | (8,029 | ) | | $ | 12,074 | |

In the event that actual results differ from

thirty-nine

years; building improvements —

five

and development (“IPR&D”) included in a business combination is capitalized as an indefinite-lived intangible asset.

Development costs incurred after the acquisition are expensed as incurred and acquired IPR&D is tested for impairment annually until completion of the acquired programs.

Upon commercialization, this indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life, subject to periodic impairment reviews.

If the research and development project is abandoned, the indefinite-lived asset is charged to expense.

Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.

The Company also acquires intellectual property through licensing arrangements.

These arrangements often require upfront payments and may include additional milestone or royalty payments, contingent upon certain future events.

IPR&D acquired in an asset acquisition (as opposed to a business combination) is expensed immediately unless there is an alternative future use.

Subsequent payments made for the achievement of milestones are evaluated to determine whether they have an alternative future use or should be expensed.

Payments made to third parties subsequent to commercialization are capitalized and amortized over the remaining useful life of the related asset, and are classified as intangible assets.

to

fifteen

years.

to ten years.

Additionally, net capitalized internal software included in other assets totaled $37 million and $2 million at December 31, 2025 and 2024, respectively.

| Total | | $ | 31,543 | | | $ | 30,834 | | | $ | 709 | | | $ | — | |

| Interest rate swap cash flow hedge | | | 2,384 | | | | — | | | | 2,384 | | | | — | |

| Investments | | | 934 | | | | 898 | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unrealized gains on investments before income taxes | | | — | | | | — | | | | 26 | |

| Unrealized gains on investments, net of tax | | | — | | | | — | | | | 20 | |

| Income tax (expense) benefit | | | (1,029 | ) | | | 2,202 | | | | (5,119 | ) |

| Realized gain on sale of investment | | | — | | | | (742 | ) | | | — | |

| In-process research and development and other non-cash charges | | | — | | | | — | | | | 10,003 | |

| Payments for intellectual property licenses | | | — | | | | — | | | | (7,535 | ) |

| Balance December 31, 2021 | | | 162,084 | | | $ | 1,621 | | | $ | 2,114,880 | | | $ | 7,800,832 | | | $ | (9,437,914 | ) | | $ | (111,865 | ) | | $ | 367,554 | |

| Net income | | | — | | | | — | | | | — | | | | 707,755 | | | | — | | | | — | | | | 707,755 | |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (29,707 | ) | | | (29,707 | ) |

| Stock options exercised | | | 192 | | | | 2 | | | | 31,676 | | | | — | | | | — | | | | — | | | | 31,678 | |

| Stock-based compensation | | | 112 | | | | 1 | | | | 42,316 | | | | — | | | | — | | | | — | | | | 42,317 | |

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, “Wyatt”), for a total purchase price of $1.3

billion in cash.

Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories and services.

The acquisition has expanded Waters’ portfolio and increased our exposure to large molecule applications.

The Company financed this transaction with a combination of cash on its balance sheet and borrowings under its revolving credit facility.

The Company’s financial results for the year ended December 31, 2024 include the financial results of Wyatt for the full year, while the financial results for the year ended December 31, 2023 only include

seven-and-a-half

months of Wyatt’s financial results as the closing of the acquisition occurred during the second quarter of 2023.

fluctuations in customer demand, development by

Food

and Drug Administration and similar foreign regulatory authorities and agencies.

Investments with longer maturities are classified as investments, and are held primarily in U.S. treasury bills, U.S. dollar-denominated treasury bills and commercial paper, bank deposits and corporate debt securities.

off-balance

sheet credit exposure related to its customers.

| | | | | | | | | | | | | | | | | |

| December 31, 2022 | | $ | 13,228 | | | $ | 6,509 | | | $ | (5,426 | ) | | $ | 14,311 | |

This process involves the Company estimating its

2022, costs incurred

related

rate and, as required by the accounting guidance, the Company estimates its incremental secured borrowing rate to discount the lease payments based on information available at lease commencement (or, for the leases in existence on the adoption date, the January 1, 2019 information).

environment

Expenditures

charge of $6

million in other income (expense), net in the consolidated statement of operations for the impairment of various equity investments without readily determinable fair values accounted for under the measurement alternative or the equity method of accounting.

The impairments resulted from the substantial doubt of the investee’s ability to continue as a going concern.

The Company accounts for business acquisitions under the accounting standards for business combinations.

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2024] [added: 2025] (1) to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure and (2) to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page [removed: 51 of this Annual Report.]

See the report of PricewaterhouseCoopers LLP in Item 8 beginning on page [removed: 52 of this Annual Report.]

under the Exchange Act) during the quarter ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

60 of this Annual Report.

61 of this Annual Report.

During the twelve months ended December 31, 2025, none of our directors or officers (as defined in

Rule 16a-1(f)

under the Exchange Act) adopted, modified or terminated a “Rule

10b5-1

trading arrangement” or

“non-Rule

10b5-1

trading arrangement” (as each term is defined in Item 408 of Regulation

S-K).

None.

Dr. Udit Batra, [removed: 54,] [added: 55,] was appointed a Director of the Company as well as President and CEO on September 1, 2020.

Jianqing Bennett, [removed: 55,] [added: 56,] was appointed Senior Vice President of TA Instruments Division on May 1, 2021.

Amol Chaubal, [removed: 49,] [added: 50,] was appointed Chief Financial Officer of Waters Corporation on May 12, 2021.

Robert Carpio, [removed: 42,] [added: 43,] was appointed Senior Vice President of the Waters Division on June 24, 2024.

Information regarding the Company’s directors, any material changes to the process by which security holders may recommend nominees to the Board of Directors and the information required by the Item will be contained in our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of business of the fiscal year and is incorporated in this report by reference (the [removed: “2025] [added: “2026] Proxy Statement”), under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit and Finance Committee of the Board of Directors” and “Compensation of Directors and Executive Officers”.

Information regarding compliance with Section 16(a) of the Exchange Act will be contained in the [removed: 2025] [added: 2026] Proxy Statement, under the heading “Delinquent Section 16(a) Reports”.

Information regarding the Company’s Audit and Finance Committee and Audit and Finance Committee Financial Expert will be contained [removed: in the 2025 Proxy Statement, under the headings “Report of the Audit and Finance Committee of the Board of Directors” and “Directors Meetings and Board Committees”.][added: i]

the 2026 Proxy Statement, under the headings “Report